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| PAY VERSUS PERFORMANCE TABLE |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compen- sation Table Total for Non-CEO NEOs ($)(3) | Average Compen- sation Actually Paid to Non-CEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | Net Income ($)(7) (in billions) | Operating Profit ($)(8) (in billions) |
| CEO | Former CEO | CEO | Former CEO | TSR ($)(5) | Peer Group TSR ($)(6) |
| 2024 | 15,574,678 | | — | | 20,017,546 | | — | | 4,782,536 | | 6,355,234 | | 203.8 | | 227.9 | | 14.81 | | 21.42 | |
| 2023 | 14,419,252 | | — | | 18,272,399 | | — | | 4,540,911 | | 4,391,001 | | 171.6 | | 165.2 | | 15.14 | | 21.65 | |
| 2022 | 14,619,789 | | 9,020,862 | | 7,501,985 | | (2,905,659) | | 4,390,720 | | 953,780 | | 148.8 | | 124.0 | | 17.11 | | 24.09 | |
| 2021 | — | | 13,059,751 | | — | | 51,702,946 | | 5,568,673 | | 18,194,527 | | 168.0 | | 149.7 | | 16.43 | | 22.92 | |
| 2020 | — | | 13,995,092 | | — | | 26,400,107 | | 5,261,268 | | 9,186,485 | | 121.6 | | 141.4 | | 12.87 | | 20.64 | |
(1)Mr. Decker served as our CEO for Fiscal 2024 and Fiscal 2023; Mr. Decker and Craig Menear each served for a period of time as our CEO for Fiscal 2022; and Mr. Menear was our CEO for Fiscal 2021 and Fiscal 2020. The dollar amounts reported in column (b) are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for our CEO and former CEO for the corresponding years in which each served as our CEO. As discussed in the Summary Compensation Table, Fiscal 2024 contained 53 weeks, compared to 52 weeks in Fiscal 2023, so Fiscal 2024 includes one additional week of pay.
(2)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table (or “SCT”) total compensation for Fiscal 2024 to determine the CAP for Fiscal 2024:
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CEO SCT Total to CAP Reconciliation |
| Year | Reported Summary Compensation Table Total for CEO ($) | Deductions from SCT Total ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to CEO (as defined by SEC rule) ($) |
| 2024 | 15,574,678 | | (11,242,987) | | 15,685,855 | | 20,017,546 | |
(a)Represents the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Fiscal 2024.
(b)The equity award adjustments for Fiscal 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in Fiscal 2024 that are outstanding and unvested as of the end of Fiscal 2024; (ii) the amount of change as of the end of Fiscal 2024 (from the end of Fiscal 2023) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of Fiscal 2024; (iii) for awards that are granted in Fiscal 2024 and vest in Fiscal 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in Fiscal 2024, the amount equal to the change as of the vesting date (from the end of Fiscal 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during Fiscal 2024, a deduction for the amount equal to the fair value at the end of Fiscal 2023; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in Fiscal 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for Fiscal 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments detailed in the table below.
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The Home Depot 2025 Proxy Statement | 65 |
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CEO Equity Component of CAP |
| Year | Year-End
Fair Value of
Unvested
Equity Awards
Granted in
the Year
($) | Year-Over-
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
($) | Fair Value as
of Vesting
Date of Equity
Awards Granted and
Vested in the Year
($) | Year-Over-
Year Change
in Fair Value of
Equity Awards
Granted in Prior Years
that Vested in
the Year
($) | Fair-Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($) | Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise Reflected in
Fair Value or
Total Compensation
($) | Total Equity Award Adjustments ($) |
| 2024 | 11,751,121 | | 2,646,881 | | 243,506 | | 668,499 | | — | | 375,848 | | 15,685,855 | |
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for our non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for Fiscal 2024, Mr. McPhail, Mr. Bastek, Ms. Campbell, Ms. Roseborough, and Mr. Carey; (ii) for Fiscal 2023, Mr. McPhail, Ms. Campbell, Mr. Carey, Jeffrey Kinnaird, and Ms. Roseborough; (iii) for Fiscal 2022, Mr. McPhail, Ms. Campbell, Mr. Carey, and Mr. Kinnaird; (iv) for Fiscal 2021, Mr. Decker, Mr. McPhail, Ms. Campbell, and Mr. Carey; and (v) for Fiscal 2020, Mr. Decker, Mr. McPhail, Ms. Campbell, and Mark Holifield.
(4)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these NEOs as a group for each year to determine the CAP, using the same methodology described above in footnote 2.
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Average Other NEOs SCT Total to CAP Reconciliation |
Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | Average Reported Summary Compensation Table Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-CEO NEOs ($) |
| 2024 | 4,782,536 | | (2,946,070) | | 4,518,769 | | 6,355,234 | |
(a)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are detailed in the table below.
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Average Other NEOs Equity Component of CAP |
| Year | Average Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over-
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
($) | Average Fair
Value as of
Vesting Date of Equity Awards
Granted and
Vested in the Year
($) | Year-Over-
Year Average
Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
($) | Average Fair
Value at the
End of the
Prior Year of
Equity Awards that
Failed to Meet
Vesting Conditions in
the Year
($) | Average Value
of Dividends
or Other
Earnings Paid
on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value or
Total Compensation
($) | Total
Average
Equity
Award
Adjustments
($) |
| 2024 | 3,049,594 | | 875,135 | | 91,545 | | 378,804 | | — | | 123,692 | | 4,518,769 | |
(5)Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Discretionary Distribution & Retail Index, which we refer to as the S&P Retail Composite Index.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.
(8)Operating profit is defined as the Company’s net sales less the sum of the cost of sales, selling, general and administrative expense, and depreciation and amortization expense, subject to adjustments as more fully described under “—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” and “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2024 MIP Results” in our Compensation Discussion and Analysis above. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.
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66 | The Home Depot 2025 Proxy Statement |
Financial Performance Measures
The most important financial performance measures, as defined in Item 402(v) of Regulation S-K, that are used by the Company to link CAP to the Company’s NEOs for Fiscal 2024 to the Company’s performance are as follows:
•Operating Profit, as adjusted, as defined in the MIP
•Sales
•Return on Invested Capital
•Inventory Turns
•Pro Strategic Goal
Pay Versus Performance Relationship Disclosures
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables indicating the relationships between the metrics below and CAP as presented in the Pay Versus Performance table, as well as the relationship between cumulative TSR of the Company and cumulative TSR of the peer group.
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The Home Depot 2025 Proxy Statement | 67 |
CEO PAY RATIO
Compensation at all levels of the Company is aligned with our philosophy of taking care of our associates and motivating them to deliver a superior customer experience. Non-management associates (full- and part-time) participate in our Success Sharing bonus program, which provides semi-annual cash awards for performance against our business plan, including sales plan and productivity goals. In addition, non-management associates are eligible to earn awards for superior performance and customer service at the individual, store, facility, and district levels. Due to the performance of our non-management associates in Fiscal 2024, 100% of our qualifying stores received Success Sharing in each of the first and second halves of Fiscal 2024. This resulted in Success Sharing bonus payments to our non-management associates of approximately $249.9 million for Fiscal 2024. In addition, we established a merit increase budget for our hourly and salaried associates in Fiscal 2024 of 3.0%. We also continued our practice of making matching contributions under the FutureBuilder 401(k) Plan. We also provided a variety of recognition and teambuilding awards to recognize and reward top-performing associates and support morale.
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68 | The Home Depot 2025 Proxy Statement |
In accordance with SEC rules, the following ratio compares the annual total compensation of our median-paid (or middle) associate (the “median-paid associate”) for Fiscal 2024 with the annual total compensation of Edward P. Decker, our CEO in Fiscal 2024. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (the “pay ratio rule”).
•The annual total compensation of our median-paid associate, other than our CEO, was $35,196. Our median-paid associate for Fiscal 2024 was an hourly employee in the U.S.
•The annual total compensation of our CEO for Fiscal 2024 was $15,574,678, as reported in the Summary Compensation Table on page 53. •Based on this information, for Fiscal 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid associate was 443 to 1.
For purposes of the above disclosure, we are required to identify our median-paid associate based upon our total workforce, without regard to their location, compensation arrangements, or full-time, part-time or seasonal status. To identify the median-paid associate, we used the following methodology, material assumptions, adjustments, and estimates:
•We determined our median-paid associate as of December 31, 2024, which was within the last three months of Fiscal 2024 as required by the pay ratio rule.
•At the end of Fiscal 2024, we employed a total of approximately 470,100 associates, of which approximately 419,600 were employed in the U.S. and approximately 50,500 were employed outside of the U.S. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, all of our associates in each of Mexico (approximately 18,200), China (272), India (26), Vietnam (26), Italy (1), Poland (1), Taiwan (1), and Türkiye (1), which in total are approximately 18,500 associates, or 3.9% of our total associates. We also excluded 10,772 individuals that became associates as a result of the SRS acquisition made in Fiscal 2024 in accordance with an exemption under the pay ratio rule for acquisitions completed in the relevant fiscal year.
•For Fiscal 2024, we identified our median-paid associate using W-2 payroll data (or the equivalent for our Canadian associates), rounded to the nearest dollar, for all associates included in the calculation. In Fiscal 2024, as we have done in prior years, we annualized pay for newly hired associates and associates on leave. We pay our Canadian associates in Canadian Dollars. For the purposes of this calculation, their pay was converted into U.S. Dollars using the exchange rate in effect on December 31, 2024. For Fiscal 2024, we had several full-year associates with the same dollar amount of W-2 compensation. Therefore, for each such associate we determined the associate’s annual total compensation for Fiscal 2024, which ended February 2, 2025, and then identified the median-paid associate from that group based on the annual total compensation measure. This amount, consistent with the compensation of our CEO, includes annual incentive compensation earned in Fiscal 2024 and paid in March 2025.
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The Home Depot 2025 Proxy Statement | 69 |
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding the Company’s equity compensation plans as of the end of Fiscal 2024.
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| EQUITY COMPENSATION PLAN INFORMATION |
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | |
Equity Compensation Plans Approved by Security Holders(1) | 3,932,976 | (2) | $228.23 | | (3) | 86,474,943 | (4) |
Equity Compensation Plans Not Approved by Security Holders(5) | 136,133 | (6) | $— | | (7) | 18,207,187 | (8) |
| Total | 4,069,109 | | | | 104,682,130 | |
(1)These plans are the 1997 Plan, the Omnibus Plan, the ESPP and the Directors Plan. The Directors Plan allows the Company’s outside directors to elect to defer their cash retainers for deferred stock units payable in shares of the Company’s common stock on termination of Board service.
(2)Includes an aggregate of 2,200,619 stock options under the Omnibus Plan, 5,371 deferred shares or deferred stock units under the 1997 Plan, 438,249 deferred shares, deferred stock units or restricted stock units under the Omnibus Plan, 1,207,973 performance shares under the Omnibus Plan (including performance shares granted in relation to the acquisition of SRS), and 80,765 deferred stock units credited to participant accounts under the Directors Plan. Does not reflect 3,832 outstanding restricted shares granted under the 1997 Plan and 2,900,815 outstanding restricted shares granted under the Omnibus Plan (including shares granted to certain members of SRS’s management team in connection with their reinvestment of a portion of their after-tax merger consideration).
(3)Weighted-average exercise price of outstanding options; excludes deferred shares, deferred stock units, deferred stock rights, restricted stock units, performance shares and shares of restricted stock under the 1997 Plan and the Omnibus Plan, deferred stock units under the Directors Plan, and rights to purchase shares under the ESPP.
(4)Represents 70,219,489 shares under the Omnibus Plan, 14,294,782 shares under the ESPP (see Note 9 to the Company’s consolidated financial statements included in the 2024 Form 10-K), and 1,960,672 shares under the Directors Plan.
(5)These plans are the Company’s Non-U.S. ESPP (see Note 9 to the Company’s consolidated financial statements in the 2024 Form 10-K), the THD Restoration Plan (see Note 10 to the Company’s consolidated financial statements in the 2024 Form 10-K) and the HD Supply Restoration Plan (see Note 10 to the Company’s consolidated financial statements in the 2024 Form 10-K).
(6)Represents deferred stock units under the THD Restoration Plan and the HD Supply Restoration Plan referred to in footnote 5 above.
(7)Outstanding equity consists solely of rights to purchase shares under the Non-U.S. ESPP and deferred stock units granted under the THD Restoration Plan and the HD Supply Restoration Plan; therefore, there is no weighted-average exercise price.
(8)Represents shares available under the Non-U.S. ESPP.
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70 | The Home Depot 2025 Proxy Statement |
LEADERSHIP DEVELOPMENT AND COMPENSATION
COMMITTEE REPORT
Each member of the LDC Committee is independent under SEC rules, NYSE listing standards and the Director Independence Standards set forth in the Company’s Corporate Governance Guidelines.
The LDC Committee acts under a written charter which sets forth its responsibilities and duties, as well as requirements for the LDC Committee’s composition and meetings. The LDC Committee’s primary responsibility is to (a) assist the Board in developing and evaluating potential candidates for executive positions, including the CEO, (b) oversee the development of executive succession plans, and (c) approve compensation strategy, including the corporate goals and objectives relevant to the compensation of the Company’s senior executive officers, including the CEO, to ensure that management is afforded appropriate incentives and rewarded appropriately for contributions to the Company’s growth and profitability and that the executive compensation strategy supports the Company’s objectives and shareholder interests.
The LDC Committee also oversees management’s decisions concerning the performance and compensation of other Company officers, administers the Company’s equity-based and incentive-based compensation plans, regularly evaluates the effectiveness of the Company’s overall executive compensation program, and reviews the overall compensation and benefits strategy for all associates of the Company to ensure consistency with the Company’s stated compensation strategy and other human capital management matters. In addition, the LDC Committee periodically reviews the compensation and benefits offered to non-employee directors and recommends changes as appropriate.
A more complete description of the LDC Committee’s functions is set forth in the LDC Committee charter, which is available on the Company’s Investor Relations website at https://ir.homedepot.com under “Corporate Governance > Committee Members & Charters” and is also available in print at no charge upon request.
The LDC Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with management. Based upon such review and discussions, the LDC Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the 2024 Form 10-K.
This report has been furnished by the current members of the LDC Committee:
• Wayne M. Hewett, Chair
• Stephanie C. Linnartz
• Caryn Seidman-Becker
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The Home Depot 2025 Proxy Statement | 71 |
